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Barrister
Barrister, Attorney
Category: Business Law
Satisfied Customers: 35312
Experience:  16 years practicing attorney, JD, BA, MBA
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I own a coin laundrymat with a partner. It is an S corporation

Resolved Question:

I own a coin laundrymat with a partner. It is an S corporation and I am 50% of the owner.
I am selling my portion (transferring my options to the buyer) and I have the following questions.

1. We can not locate the original corporation book, so I dont know how many stock shares were the total company stocks and I dont have stock certificate to give to the new owner.
2. Escrow company is asking for the latest State of California statment, which I did file on 01/27/2012, but once again, failed to print at my site - so I would need a copy of the latest statement.
3. Escrow company is asking me to notify the department of corporation about the transfer/sale and I have no idea where is that or who is department of corporation.

I would really appreciate help on those 3 items.
- how to get replacement stock certificate and find out how many total shares were issued
- how to request the latest transcript of statment of incorporation from secretary of state
- how to find out who is Department of Corporation or how to contact them about the sale/transfer.

THank you
Greg
Submitted: 4 years ago.
Category: Business Law
Expert:  Barrister replied 4 years ago.
Hello,

What is the name of the Subchapter S corp?

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Thanks.

Barrister

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Please be patient as I am typically working with several customers at any given time. Some answers take 5 minutes, some 35 minutes, depending on the level of complexity. But rest assured, I will get back with you as soon as I am able.

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If you need additional clarification on this question, just click "Reply" and I will be happy to help you. Please give me as much detail as you can so that I can respond after receiving all the relevant details.

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Please be aware that I am not entering into an attorney client relationship, this is a public forum, and all posts are available for public viewing. There is no duty of confidentiality that attaches to any posts. With that in mind, please do not post any specific information you do not want available for public viewing. The information provided is not a substitute for a local attorney’s legal advice.

Customer: replied 4 years ago.
Coinless Laundry Inc? what is subchapter S Corp? my company name?
Expert:  Barrister replied 4 years ago.
Ok, subchapter S is just the type of corportation. It is under Subchapter S of the Internal Revenue Code.
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You can look up documents and request copies of them via mail on the Sec of State's website here:
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http://www.sos.ca.gov/business/be/information-requests.htm
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  • Certificates - Customers can order certificates relating to business entities filed with the California Secretary of State such as a Certificate of Status certifying to the current status of an entity (e.g., active/good standing, suspended, dissolved, cancelled, etc.) or a Certificate of Filing certifying to the filing of a particular document by an entity (e.g., articles of incorporation, certificate of dissolution, certificate of cancellation, statement of information, etc.). In addition, customers can request a Certificate of No Record certifying there is no record of a particular business entity.

  • Copies - Customers can order copies of business entity documents filed with the California Secretary of State such as formation/registration documents, amendment documents, termination documents and statements of information.
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The number of shares would be part of the formation/registration documents filed with the Sec of state. The Sec. of State doesn't issue stock certificates, so you would have to either cancel and reissue the stock after having a corporate meeting and passing a motion to do so or prepare a "declaration regarding lost share certificate" that sets out the names of the corporation and shareholder, the number of the certificate and number of shares issued under the certificate. It also sets forth a declaration that the shares were not assigned or sold and that the certificate was mislaid, misplaced or inadvertently destroyed.
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You can purchase the forms to either issue new stock or do the declaration here:
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http://www.findlegalforms.com/forms/stock-certificates-and-ballots/
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And this is a link to the CA Dept of Corporations so you can notify them about the change in ownership.
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http://www.corp.ca.gov/
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Thanks.

Barrister

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.
Please be patient as I am typically working with several customers at any given time. Some answers take 5 minutes, some 35 minutes, depending on the level of complexity. But rest assured, I will get back with you as soon as I am able.

.

If you need additional clarification on this question, just click "Reply" and I will be happy to help you. Please give me as much detail as you can so that I can respond after receiving all the relevant details.

.

Please be aware that I am not entering into an attorney client relationship, this is a public forum, and all posts are available for public viewing. There is no duty of confidentiality that attaches to any posts. With that in mind, please do not post any specific information you do not want available for public viewing. The information provided is not a substitute for a local attorney’s legal advice.

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